Filed by: The Stanley Works
                         Pursuant to Rule 425 under the Securities Act of 1933
                            and deemed filed pursuant to Rule 14a-12 under the
                                               Securities Exchange Act of 1934
                                            Subject Company: The Stanley Works
                                                    Commission File No. 1-5224
                                         Registration Statement No.: 333-89200

July 26, 2002

Mr. John Sweeney


Dear Mr. Sweeney,

Unfortunately, I am out of town on Monday, July 29th. If your schedule
permits, I am available on July 31. Please contact Claudia Nelson at
860-827-3922, if this date works for you.

Among the topics I would like to discuss are actions to assure that Stanley
is not taxed at a higher rate than its competitors Ingersoll-Rand and
Cooper Tools. These two companies have recently expatriated and now have a
significant competitive advantage.

Obviously another potential topic is the hotly contested Congressional race
in Connecticut. While we are not in a position to endorse either Rep.
Maloney or Rep. Johnson, our preference is for Rep. Thomas' international
tax reform package, but only if it utilizes a September 11 effective date.
We cannot support any moratorium or other proposal that allows Coopers or
Ingersoll Rand to gain a permanent, legislated advantage.

I look forward to meeting with you in the near future.

Yours truly,

John Trani

The foregoing does not constitute an offer of any securities for sale, or
an offer or invitation to purchase any securities. A registration statement
on Form S-4 was filed with the Securities and Exchange Commission ("SEC")
and will contain a form of proxy statement / prospectus with respect to the
reincorporation, providing details of the transaction. This registration
statement is be available without charge at the SEC's web site, When finalized, these documents will be available
without charge at the SEC's web site and Stanley's web site, Investors should read these documents before
making a decision concerning the transaction.

The Stanley Works, its officers and directors may be deemed to be
participants in the solicitation of proxies from shareowners in favor of
the reincorporation. Information about the directors and executive officers
and ownership of stock is set forth in the proxy statement/prospectus
relating to the annual meeting of The Stanley Works contained in the Form
S-4 of The Stanley Works, Ltd. filed with the SEC on April 2, 2002.